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J.Jill, Inc. Announces Second Quarter 2021 Results

Total Net Sales Growth of 71.9% vs. Q2 FY2020

Gross Margin of 68.7% vs. Q2 FY2020 of 59.4%

Gross Profit Growth of 98.8% vs. Q2 FY2020

QUINCY, Mass.–(BUSINESS WIRE)–
J.Jill, Inc. (NYSE:JILL) today announced financial results for the second quarter ended July 31, 2021.

Claire Spofford, President and Chief Executive Officer of J.Jill, Inc. stated, “We are pleased with our second quarter results and the sequential topline improvement we delivered. This performance was driven by strong full price selling as our customers continue to respond to the newness and novelty we are flowing into the assortment both online and in our stores. While we are still in the initial phase of this next chapter for J.Jill, our results to date are testament to the stronger foundation we have and the opportunity we continue to see in front of us for this great brand.”

Ms. Spofford continued, “We enter the back-half of the year with further confidence in our ability to execute against our objectives. While we, like others in the industry, expect to experience increased headwinds from supply chain disruption, we continue to position J.Jill for long term sustainable growth.”

For the second quarter ended July 31, 2021:

• Total net sales for the thirteen weeks ended July 31, 2021 were up 71.9% to $159.2 million compared to $92.6 million for the thirteen weeks ended August 1, 2020. Second quarter 2020 sales were negatively impacted by the closure of stores for approximately half the quarter due to the COVID-19 pandemic.
• Direct to consumer net sales grew 11.3% over 2020 and represented 46.4% of total net sales, compared to 71.6% in the second quarter of fiscal 2020.
• Gross profit was $109.4 million compared to $55.0 million in the second quarter of fiscal 2020. Gross margin was 68.7% compared to 59.4% in the second quarter of fiscal 2020. The year over year gross margin increase was driven by strong full price selling.
• SG&A was $85.8 million compared to $77.7 million in the second quarter of fiscal 2020. In comparing the second quarter of fiscal 2021 to fiscal 2020, SG&A benefited from $6.5 million of lower non-recurring and other one-time expenses primarily the result of lower costs incurred in response to the COVID-19 pandemic. Excluding certain one-time costs and COVID-19 related costs from both periods, SG&A as a percentage of total net sales was 53.5% compared to 76.2% in the second quarter of fiscal 2020.
• Income from operations was $23.5 million compared to a loss of $21.8 million in the second quarter of fiscal 2020.
• Adjusted Income from Operations*, which excludes the non-recurring items and impairment charges, was $24.1 million compared to Adjusted Loss from Operations* of $15.6 million in the second quarter of fiscal 2020.
• Interest expense was $4.7 million compared to $4.2 million in the second quarter of fiscal 2020.
• During the second quarter of fiscal 2021, the Company recorded $39.0 million of non-cash charges associated with mark-to-market adjustments for the outstanding warrants and an embedded derivative associated with the Company’s Priming term loan. The mark-to-market adjustment was caused by the impact of J.Jill’s higher stock price on the valuation of the Company’s option to either paydown $4.9 million of principal on May 31, 2021 or issue additional shares to the lenders and the related antidilution provision in the warrant agreement.
• During the second quarter of fiscal 2021, the Company recorded an income tax provision of $4.4 million compared to a benefit of $7.0 million in the second quarter of fiscal 2020 and the effective tax rate was -22.0% compared to 27.0% in the second quarter of 2020.
• Net loss was $24.6 million, which includes $39.0 million related to the fair value adjustment of the warrants and the Priming Loan embedded derivative, compared to a loss of $19.0 million in the second quarter of fiscal 2020.
• Net loss per share was $1.98 compared to a net loss of $2.13 in the second quarter of fiscal 2020 including the impact of non-recurring items. Excluding the impact of these items, Adjusted Net Income per Diluted Share* in the second quarter of fiscal 2021 was $0.93 compared to a loss of $1.58 in the second quarter of 2020.
• Adjusted EBITDA^* for the second quarter of fiscal 2021 was $32.7 million compared to a loss of $6.5 million in the second quarter of fiscal 2020.
• The Company closed 4 stores in the second quarter of fiscal 2021 and ended the quarter with 261 stores.

For the twenty-six weeks ended July 31, 2021:

• Total net sales for the twenty-six weeks ended July 31, 2021 were up 57.0% to $288.3 million compared to $183.6 million for the twenty-six weeks ended August 1, 2020. Sales for the twenty-six weeks ended August 1, 2020 were negatively impacted by the closure of stores due to the COVID-19 pandemic.
• Direct to consumer net sales grew 21.1% over 2020 and represented 51.3% of total net sales, compared to 66.6% in the twenty-six weeks ended August 1, 2020.
• Gross profit was $197.2 million compared to $105.2 million in the twenty-six weeks ended August 1, 2020. Gross margin was 68.4% compared to 57.3% in the twenty-six weeks ended August 1, 2020. The year over year gross margin increase was driven by strong full price selling.
• SG&A was $165.0 million compared to $165.6 million in the second quarter of fiscal 2020. In comparing the twenty-six weeks ended July 31, 2021 to the twenty-six weeks ended August 1, 2020, SG&A benefited from $8.2 million of lower non-recurring expenses primarily the result of lower costs incurred in response to the COVID-19 pandemic and non-cash adjustments of $0.3 million associated with exiting store leases earlier than anticipated. Excluding certain one-time costs and COVID-19 related costs from both periods as well as the non-cash adjustments from the twenty-six weeks ended July 31, 2021, SG&A as a percentage of total net sales was 57.0% compared to 85.2% in the twenty-six weeks ended August 1, 2020.
• Income from operations was $32.2 million compared to a loss of $111.6 million in the twenty-six weeks ended August 1, 2020.
• Adjusted Income from Operations*, which excludes the non-recurring items and impairment charges, was $33.0 million compared to Adjusted Loss from Operations* of $51.2 million in the twenty-six weeks ended August 1, 2020. For the twenty-six weeks ended July 31, 2021, the Company did not incur any impairment charges compared to $51.1 million of impairment charges in the twenty-six weeks ended August 1, 2020.
• Interest expense was $9.6 million compared to $8.9 million in the twenty-six weeks ended August 1, 2020.
• During the twenty-six weeks ended July 31, 2021, the Company recorded $59.8 million of non-cash charges associated with mark-to-market adjustments for the outstanding warrants and an embedded derivative associated with the Company’s Priming term loan. The mark-to-market adjustment was caused by the impact of J.Jill’s higher stock price on the valuation of the Company’s option to either paydown $4.9 million of principal on May 31, 2021 or issue additional shares to the lenders and the related antidilution provision in the warrant agreement.
• During the twenty-six weeks ended July 31, 2021, the Company recorded an income tax provision of $5.8 million compared to a benefit of $31.2 million in the twenty-six weeks ended August 1, 2020, and the effective tax rate was -15.7% compared to 25.9% in the twenty-six weeks ended August 1, 2020.
• Net loss was $43.0 million which includes $59.8 million related to the fair value adjustment of the warrants and the Priming Loan embedded derivative, compared to a loss of $89.3 million in the twenty-six weeks ended August 1, 2020.
• Net loss per share was $3.88 compared to a net loss of $10.01 in the twenty-six weeks ended August 1, 2020 including the impact of non-recurring items. Excluding the impact of these items, Adjusted Net Income per Diluted Share* in the twenty-six weeks ended July 31, 2021 was $1.17 compared to a loss of $4.81 in the twenty-six weeks ended August 1, 2020.
• Adjusted EBITDA^* for the twenty-six weeks ended July 31, 2021 was $49.6 million compared to a loss of $32.3 million in the twenty-six weeks ended August 1, 2020.
• The Company closed 6 stores in the twenty-six weeks ended July 31, 2021 and ended the period with 261 stores.

Balance Sheet Highlights

• The Company ended the second quarter of fiscal 2021 with $18.1 million in cash and $29.8 million of total availability under its revolving credit agreement.
• Inventory at the end of the second quarter of fiscal 2021 decreased 24.5% to $48.5 million compared to $64.2 million at the end of the second quarter of fiscal 2020.

*Non-GAAP financial measures. Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP Net Income to Adjusted EBITDA, Adjusted Income from Operations and Adjusted Net Income” for more information.

Outlook

The impact of the COVID-19 pandemic and the pace at which there are new developments, locally and globally, has created a great deal of uncertainty. Consequently, the Company is not providing financial guidance at this time but expects to close about 20 stores in fiscal 2021. The Company now expects total capital spend in fiscal 2021 to be approximately $8.0 million.

Recent Developments

As previously disclosed in the 8-K filed on August 30, 2021, on August 27, 2021, the Company made a voluntary prepayment of $25.0 million in aggregate principal amount of its term loans, plus accrued and unpaid interest thereon, in accordance with that certain Priming Term Loan Credit Agreement. By making the prepayment, the Company avoids an increase to the interest rate under the Credit Agreement for each interest period on or after August 31, 2021.

Conference Call Information

A conference call to discuss second quarter 2021 results is scheduled for today, September 9, 2021, at 8:00 a.m. Eastern Time. Those interested in participating in the call are invited to dial (844) 502-5028 or (647) 689-5145 if calling internationally. Please dial in approximately 10 minutes prior to the start of the call and reference Conference ID 1689079 when prompted. A live audio webcast of the conference call will be available online at http://investors.jjill.com/Investors-Relations/News-Events/events.

A taped replay of the conference call will be available approximately two hours following the call and can be accessed both online and by dialing (800) 585-8367 or (416) 621-4642. The pin number to access the telephone replay is 1689079. The telephone replay will be available until Friday, September 17, 2021.

About J.Jill, Inc.

J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through 261 stores nationwide and a robust e-commerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com. The information included on our websites is not incorporated by reference herein.

Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), we use the following non-GAAP measures of financial performance:

• Adjusted EBITDA, which represents net income (loss) plus interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, impairments of goodwill, intangible assets and other long-lived assets, fair value adjustments of warrants and derivatives and other non-recurring expenses and one-time items. We present Adjusted EBITDA on a consolidated basis because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and as such, use it internally to report results.
• Adjusted Income (Loss) from Operations, which represents operating income (loss) plus impairments of goodwill, intangible assets and other long-lived assets and other non-recurring expense and one-time items. We present Adjusted Income (Loss) from Operations because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts, and other interested parties as a measure of our comparative operating performance from period to period.
• Adjusted Net Income (Loss), which represents net income (loss) plus impairments of goodwill, intangible assets and other long-lived assets, fair value adjustments of warrants and derivatives and other non-recurring expenses and one-time items. We present Adjusted Net Income (Loss) because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period.
• Adjusted Diluted Earnings (Loss) per Share (“Adjusted Diluted EPS”) represents Adjusted Net Income (Loss) divided by the number of fully diluted shares outstanding. Adjusted Diluted EPS is presented as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period.

While we believe that Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS are useful in evaluating our business, they are non-GAAP financial measures that have limitations as analytical tools. Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS should not be considered alternatives to, or substitutes for, net income (loss) or EPS, which are calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS differently or not at all, which reduces the usefulness of such non-GAAP financial measures as tools for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS to net income (loss) and EPS, the most directly comparable GAAP financial measures, under “Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA and Adjusted Net Income (Loss) as well as Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) from Operations” and not rely solely on Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss), Adjusted Diluted EPS or any single financial measure to evaluate our business.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” Forward-looking statements include statements under “Outlook” and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks regarding our ability to manage inventory or anticipate consumer demand; changes in consumer confidence and spending; our competitive environment; our failure to open new profitable stores or successfully enter new markets; the impact of the COVID-19 epidemic on the Company and the economy as a whole; post-pandemic changes in customer behavior and the timeline of economic recovery; the Company’s ability to take actions that are sufficient to eliminate the substantial doubt about its ability to continue as a going concern; the Company’s ability to regain compliance with the continued listing criteria of the NYSE; the Company’s ability to execute its plan to regain compliance with the continued listing criteria of the NYSE and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension of trading of the Company’s common stock on the NYSE; and other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2021. Any forward-looking statement made in this press release speaks only as of the date on which it is made. J.Jill undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

(Tables Follow)

J.Jill, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Amounts in thousands, except share and per share data)
		For the Thirteen Weeks Ended
		July 31, 2021				August 1, 2020
Net sales		$	159,236			$	92,636
Costs of goods sold			49,883				37,616
Gross profit			109,353				55,020
Selling, general and administrative expenses			85,846				77,737
Impairment of long-lived assets (a)			—				(893	)
Impairment of goodwill			—				–
Impairment of intangible assets			—				–
Operating income (loss)			23,507				(21,824	)
Fair value adjustment of derivative			625				–
Fair value adjustment of warrants – related party (b)			38,338				–
Interest expense			4,217				4,244
Interest expense, net – related party			529				–
Loss before provision for income taxes			(20,202	)			(26,068	)
Income tax provision (benefit)			4,446				(7,034	)
Net loss and total comprehensive loss		$	(24,648	)		$	(19,034	)
Net loss per common share attributable to common shareholders
Basic		$	(1.98	)		$	(2.13	)
Diluted		$	(1.98	)		$	(2.13	)
Weighted average number of common shares outstanding
Basic			12,450,351				8,953,431
Diluted			12,450,351				8,953,431

(a)		Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.
(b)		The fair value adjustment of warrants increased due to the increase in J.Jill’s stock price from May 1, 2021 through May 31, 2021.

J.Jill, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Amounts in thousands, except share and per share data)
		For the Twenty-Six Weeks Ended
		July 31, 2021				August 1, 2020
Net sales		$	288,322			$	183,605
Costs of goods sold			91,143				78,420
Gross profit			197,179				105,185
Selling, general and administrative expenses			164,985				165,645
Impairment of long-lived assets (a)			—				26,587
Impairment of goodwill			—				17,900
Impairment of indefinite-lived intangible assets			—				6,620
Operating income (loss)			32,194				(111,567	)
Fair value adjustment of warrants – related party			2,775				–
Interest expense, net – related party (b)			56,984				–
Interest expense, net			8,563				8,887
Interest expense, net – related party			990				–
Loss before provision for income taxes			(37,118	)			(120,454	)
Income tax provision (benefit)			5,838				(31,151	)
Net loss and total comprehensive loss		$	(42,956	)		$	(89,303	)
Net loss per common share attributable to common shareholders:
Basic		$	(3.88	)		$	(10.01	)
Diluted		$	(3.88	)		$	(10.01	)
Weighted average number of common shares outstanding:
Basic			11,058,351				8,917,807
Diluted			11,058,351				8,917,807

(a)		Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.
(b)		The fair value adjustment of warrants increased due to the increase in J.Jill’s stock price from January 30, 2021 through May 31, 2021.

J.Jill, Inc.
Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except common share data)
		July 31, 2021				January 30, 2021
Assets
Current assets:
Cash		$	18,101			$	4,407
Accounts receivable			5,506				7,793
Inventories, net			48,492				58,034
Prepaid expenses and other current assets			43,410				43,035
Total current assets			115,509				113,269
Property and equipment, net			63,991				73,906
Intangible assets, net			84,843				88,976
Goodwill			59,697				59,697
Operating lease assets, net			145,277				161,135
Other assets			157				199
Total assets		$	469,474			$	497,182
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	37,783			$	56,263
Accrued expenses and other current liabilities			49,009				43,854
Current portion of long-term debt			7,690				2,799
Current portion of operating lease liabilities			34,793				37,967
Borrowings under revolving credit facility			—				11,146
Total current liabilities			129,275				152,029
Long-term debt, net of discount and current portion			220,053				225,401
Long-term debt, net of discount and current portion – related party			4,301				3,311
Deferred income taxes			14,270				13,835
Operating lease liabilities, net of current portion			160,916				179,022
Warrants – related party (Note 8)			—				15,997
Derivative liability (Note 8)			—				2,436
Other liabilities			1,525				2,049
Total liabilities			530,340				594,080
Commitments and contingencies
Shareholders’ Equity
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 9,984,564 and 9,631,633 shares issued and outstanding at July 31, 2021 and January 30, 2021, respectively			100				97
Additional paid-in capital			208,348				129,363
Accumulated deficit			(269,314	)			(226,358	)
Total shareholders’ deficit			(60,866	)			(96,898	)
Total liabilities and shareholders’ deficit		$	469,474			$	497,182

J.Jill, Inc.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(Unaudited)
(Amounts in thousands)
		For the Thirteen Weeks Ended
		July 31, 2021				August 1, 2020
Net loss		$	(24,648	)		$	(19,034	)
Fair value adjustment of derivative			625				–
Fair value adjustment of warrants – related party (a)			38,338				–
Interest expense, net			4,217				4,244
Interest expense, net – related party			529				–
Income tax provision (benefit)			4,446				(7,034	)
Depreciation and amortization			7,295				8,277
Equity-based compensation expense (b)			649				615
Write-off of property and equipment (c)			630				244
Adjustment for costs to exit retail stores (d)			9				(402	)
Impairment of long-lived assets (e)			—				(893	)
Other non-recurring items (f)			616				7,523
Adjusted EBITDA		$	32,706			$	(6,460	)
		For the Twenty-Six Weeks Ended
		July 31, 2021				August 1, 2020
Net loss		$	(42,956	)		$	(89,303	)
Fair value adjustment of derivative			2,775				–
Fair value adjustment of warrants – related party (a)			56,984				–
Interest expense, net			8,563				8,887
Interest expense, net – related party			990				–
Income tax benefit			5,838				(31,151	)
Depreciation and amortization			14,871				17,313
Equity-based compensation expense (b)			1,092				1,291
Write-off of property and equipment (c)			716				256
Adjustment for costs to exit retail stores (d)			(710	)			(402	)
Impairment of goodwill and other intangible assets			—				24,520
Impairment of long lived assets (e)			—				26,587
Other non-recurring items (f)			1,468				9,707
Adjusted EBITDA		$	49,631			$	(32,295	)

(a)		The fair value adjustment of warrants increased due to the increase in J.Jill’s stock price from the beginning of the respective period through May 31, 2021.
(b)		Represents expenses associated with equity incentive instruments granted to our management and board of directors. Incentive instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grant.
(c)		Represents the net gain or loss on the disposal of fixed assets.
(d)		Represents non-cash adjustments associated with exiting store leases earlier than anticipated.
(e)		Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements. For the thirteen weeks ended August 1, 2020, the Company recognized a benefit (or reversal of prior period impairment) caused by the adjustment of the operating lease liability related to stores that were permanently closed during the period.
(f)		Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

J.Jill, Inc.
Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) from Operations
(Unaudited)
(Amounts in thousands)
		For the Thirteen Weeks Ended
		July 31, 2021				August 1, 2020
Operating income (loss)		$	23,507			$	(21,824	)
Adjustment for costs to exit retail stores (a)			9				(402	)
Impairment of long-lived assets (b)			—				(893	)
Other non-recurring items (c)			616				7,523
Adjusted income (loss) from operations		$	24,132			$	(15,596	)
		For the Twenty-Six Weeks Ended
		July 31, 2021				August 1, 2020
Operating loss		$	32,194			$	(111,567	)
Adjustment for costs to exit retail stores (a)			(710	)			(402	)
Impairment of goodwill and other intangible assets			—				24,520
Impairment of long-lived assets (b)			—				26,587
Other non-recurring items (c)			1,468				9,707
Adjusted income (loss) from operations		$	32,952			$	(51,155	)

(a)		Represents non-cash adjustments associated with exiting store leases earlier than anticipated.
(b)		Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.
(c)		Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

J.Jill, Inc.
Reconciliation of GAAP Net Loss to Adjusted Net Income (Loss)
(Unaudited)
(Amounts in thousands, except share and per share data)
		For the Thirteen Weeks Ended
		July 31, 2021				August 1, 2020
Net loss and total comprehensive loss		$	(24,648	)		$	(19,034	)
Add: Income tax provision (benefit)			4,446				(7,034	)
Loss before provision for income tax			(20,202	)			(26,068	)
Add: Fair value adjustment of derivative			625				—
Add: Fair value adjustment of warrants – related party (a)			38,338				—
Add: Adjustment for costs to exit retail stores (b)			9				(402	)
Add: Impairment of long-lived assets (c)			—				(893	)
Add: Other non-recurring items (d)			616				7,523
Adjusted income (loss) before income tax benefit			19,386				(19,840	)
Less: Adjusted tax provision (benefit) (e)			6,242				(5,654	)
Adjusted net income (loss)		$	13,144			$	(14,186	)
Adjusted net income (loss) per common share
Diluted		$	0.93			$	(1.58	)
Weighted average number of common shares
Diluted			14,092,520				8,953,431

		For the Twenty-Six Weeks Ended
		July 31, 2021				August 1, 2020
Net loss and total comprehensive loss		$	(42,956	)		$	(89,303	)
Add: Income tax benefit			5,838				(31,151	)
Loss before income tax benefit			(37,118	)			(120,454	)
Add: Fair value adjustment of derivative			2,775				—
Add: Fair value adjustment of warrants – related party (a)			56,984				—
Add: Adjustment for costs to exit retail stores (b)			(710	)			(402	)
Add: Impairment of goodwill and other intangible assets			—				24,520
Add: Impairment of long-lived assets (c)			—				26,587
Add: Other non-recurring items (d)			1,468				9,707
Adjusted loss before income tax benefit			23,399				(60,042	)
Less: Adjusted tax benefit (e)			7,534				(17,112	)
Adjusted net income (loss)		$	15,865			$	(42,930	)
Adjusted net income (loss) per common share
Diluted		$	1.17			$	(4.81	)
Weighted average number of common shares
Diluted			13,586,297				8,917,807

(a)		The fair value adjustment of warrants increased due to the increase in J.Jill’s stock price from the beginning of the respective period through May 31, 2021.
(b)		Represents non-cash adjustments associated with exiting store leases earlier than anticipated.
(c)		Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.
(d)		Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.
(e)		The adjusted tax provision for adjusted net income is estimated by applying a rate of 32.2% for the second quarter of fiscal 2021 and 28.5% for the second quarter of fiscal 2020 to the adjusted loss before income tax benefit.

 

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Investor Relations:

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ICR, Inc.

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UK’s MHRA Grants Marketing Authorisation for Pfizer’s CIBINQO^® (abrocitinib) for Adults and Adolescents With Moderate to Severe Atopic Dermatitis

–Abrocitinib is a once-daily oral JAK1 inhibitor indicated in Great Britain for the treatment of moderate to severe atopic dermatitis in patients aged 12 years and over, who are candidates for systemic therapy-

-This is the first marketing authorization globally for abrocitinib-

NEW YORK–(BUSINESS WIRE)–Pfizer Inc. (NYSE: PFE) today announced that the UK Medicines and Healthcare products Regulatory Agency (MHRA) has granted Great Britain marketing authorization for CIBINQO^® (abrocitinib), an oral, once-daily, Janus kinase 1 (JAK1) inhibitor, for the treatment of moderate to severe atopic dermatitis (AD) in adults and adolescents aged 12 years and over, who are candidates for systemic therapy. Abrocitinib is licensed in Great Britain in recommended doses of 100mg and 200mg. This is the first marketing authorization worldwide for this treatment.

“We welcome the MHRA’s authorization of abrocitinib to treat people with moderate to severe atopic dermatitis. This is an important development for people in Great Britain who have moderate to severe disease and need innovative treatment options,” said Angela Hwang, Group President, Pfizer Biopharmaceuticals Group. “Following marketing authorization, our priority now is to work with NICE and the Scottish Medicines Consortium (SMC) to ensure routine access so that patients with moderate to severe AD can benefit from this important treatment.”

Last year, abrocitinib received a Promising Innovative Medicine (PIM) designation from the MHRA. In January of this year, abrocitinib was granted a positive scientific opinion for an Early Access to Medicines Scheme (EAMS) from the MHRA for people with severe atopic dermatitis requiring treatment with systemic therapy and who have had inadequate response or have lost response to licensed systemic therapies, or who are ineligible or intolerant of licensed systemic therapies. This enabled healthcare professionals to prescribe the treatment prior to marketing authorization, based on clinical factors for patients with a clear unmet need.

Regulatory applications for abrocitinib have been submitted to countries around the world for review, including the United States, Australia, Japan, and the European Union.

About Atopic Dermatitis

AD is a chronic skin disease characterized by inflammation of the skin and skin barrier defects.^i,ii Lesions of AD are characterized by erythema (skin turning red or purple depending on normal skin color), itching, induration (hardening)/papulation (formulation of papules), and oozing/crusting.^ii,iii

AD is one of the most common, chronic, relapsing childhood dermatoses, affecting up to 10% of adults and up to 20% of children worldwide.^iii,iv AD is the most common chronic inflammatory skin disease in the UK,^v affecting approximately 20% of children and 10% of adults.^vi

About CIBINQO^®(abrocitinib)

CIBINQO (abrocitinib) is an oral small molecule that selectively inhibits Janus kinase (JAK) 1. Inhibition of JAK1 is thought to modulate multiple cytokines involved in pathophysiology of AD, including interleukin IL-4, IL-13, IL-31, IL-22, and thymic stromal lymphopoietin (TSLP).^vii

SAFETY INFORMATION

A total of 3,128 patients were treated with CIBINQO in clinical studies in atopic dermatitis. There were 994 patients with at least 48 weeks of exposure. Five placebo‑controlled studies were integrated (703 patients on 100mg once daily, 684 patients on 200mg once daily and 438 patients on placebo) to evaluate the safety of CIBINQO in comparison to placebo for up to 16 weeks.

The most commonly reported adverse reactions occurring in ≥ 2% of patients treated with CIBINQO 200mg in placebo-controlled studies are: nausea (15.1%), headache (7.9%), acne (4.8%), herpes simplex (4.2%), blood creatine phosphokinase increased (3.8%), vomiting (3.5%), dizziness (3.4%) and abdominal pain upper (2.2%). The most frequent serious adverse reactions are infections (0.3%).

For further safety information including warnings, precautions and adverse reactions, please refer to the Summary of Product Characteristics.

About Pfizer: Breakthroughs That Change Patients’ Lives

At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products, including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world’s premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 170 years, we have worked to make a difference for all who rely on us. We routinely post information that may be important to investors on our website at www.Pfizer.com. In addition, to learn more, please visit us on www.Pfizer.com and follow us on Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.

Disclosure Notice

The information contained in this release is as of 7 September, 2021. Pfizer assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

This release contains forward-looking information about a product candidate, abrocitinib, including an approval by the MHRA and their potential benefits, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for our clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from our clinical studies; whether and when drug applications may be filed in any other jurisdictions for any potential indication for abrocitinib; whether and when the applications for abrocitinib pending with the U.S. Food and Drug Administration, European Medicines Agency, Australian Therapeutic Goods Administration, and Japan Pharmaceuticals and Medical Devices Agency may be approved and whether and when any such other applications that may be pending or filed may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether abrocitinib will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of abrocitinib; uncertainties regarding the commercial or other impact of the results of Janus kinase (JAK) inhibitor studies and data and actions by regulatory authorities based on analysis of such studies and data, which will depend, in part, on benefit-risk assessments and labeling determinations; uncertainties regarding the impact of COVID-19 on our business, operations, and financial results; and competitive developments.

A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results”, as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.

_______________________________________

ⁱ Hanifin JM, Reed ML. A population-based survey of eczema in the United States. Dermatitis. 2007;18(2):82-91.

ⁱⁱ Bieber T. Atopic dermatitis. Dermatology. 2012;1(3):203-217.

ⁱⁱⁱ Oszukowska M, Michalak I, Gutfreund K, et al. Role of primary and secondary prevention in atopic dermatitis. Postep Derm Alergol. 2015:32(6):409-420.

^iv Nutten S. Atopic dermatitis: global epidemiology and risk factors. Ann Nutr Metab. 2015;66(suppl 1):8-16.

^v Weidinger S, Beck LA, Bieber T, Kabashima K, Irvine AD. Atopic dermatitis. Nature Reviews Disease Primers. 2018;4(1):1.

^vi National Eczema Society. What is Eczema? Available at: http://www.eczema.org/what-is-eczema. [Last accessed: August 2021]

^vii Silverberg J I, et al. Efficacy and safety of abrocitinib in patients with moderate-to-severe atopic dermatitis. JAMA Dermatology. 2020;156(8): 863-873

PP-ABR-GLB-0162

September 2021

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SQZ Biotechnologies to Present at Upcoming Health Care Conferences

WATERTOWN, Mass.–(BUSINESS WIRE)–
SQZ Biotechnologies (NYSE: SQZ), focused on unlocking the full potential of cell therapies for multiple therapeutic areas, today announced that management will be presenting at Citi’s 16^th Annual Virtual Biopharma Conference on September 10, and at the H. C. Wainwright 23rd Annual Global Investment Conference on September 13.

Armon Sharei, Ph.D., Chief Executive Officer, will present a corporate overview and the company will be hosting one-on-one meetings at both conferences.

PRESENTATION DETAILS

Friday, September 10

Citi’s 16th Annual Virtual Biopharma Conference

Corporate Overview

12:30-1:15 pm EDT

Webcast

Monday, September 13

H. C. Wainwright 23rd Annual Global Investment Conference

Corporate Overview (pre-recorded)

7:00-7:20 am EDT

Webcast

Specific conference webcast details and the company’s corporate overview presentation will be available on the Investors & Media section of the SQZ website. The webcasts will be available for 90 days following the presentation.

About SQZ Biotechnologies

SQZ Biotechnologies Company is a clinical-stage biotechnology company focused on unlocking the full potential of cell therapies for patients around the world and has active programs in Oncology, Autoimmune and Infectious Diseases, as well as additional exploratory initiatives to support future pipeline growth. The company’s proprietary Cell Squeeze® technology offers the unique ability to deliver multiple biological materials into many cell types to engineer what we believe can be a broad range of potential therapeutics. With demonstrated production timelines under 24 hours and the opportunity to eliminate preconditioning and lengthy hospital stays, our approach could significantly broaden the therapeutic range and accessibility of cell therapies. The company’s first therapeutic applications seek to generate target-specific immune responses, both in activation for the treatment of solid tumors and infectious diseases, and in immune tolerance for the treatment of unwanted immune reactions and autoimmune diseases. For more information, please visit www.sqzbiotech.com.

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Energy Vault, the Technology Company Using Gravity-based, Grid-Scale Energy Storage to Accelerate Global Decarbonization, to List on the NYSE Through Merger with Novus Capital Corporation II

• Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS) (“Novus”) and Energy Vault, an energy storage solutions company, jointly announce that they have entered into a definitive agreement for a business combination; upon closing, the combined company is expected to trade on NYSE under the symbol “GWHR.”

• The transaction values the combined company at an implied pro-forma enterprise value of $1.1 billion and is expected to additionally provide up to $388 million in gross cash proceeds to the combined company. As part of the transaction, Novus II has received $100 million of commitments for a common stock PIPE, which will be used, among other things, to fund the combined company’s growth strategy. This follows the recent raising of $100 million in Series C capital by Energy Vault.

• The PIPE is anchored by strategic and institutional investors, including funds and accounts managed by Adage Capital Partners LP, Pickering Energy Partners, Sailingstone Capital Energy Transition Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), Palantir Technologies Inc., (NYSE: PLTR) and other investors. Affiliates and associates of Novus Capital also participated in the PIPE investment.

• Energy Vault’s energy storage systems are designed to be cost-efficient, reliable, safe to operate and environmentally sustainable over a 35 year technical life, using gravity to store and release renewable energy on-demand, and underpinned by advanced material science and proprietary software technologies.

• Energy Vault will address a large, unmet need for an energy storage solution for intermittent renewable energy sources and enhanced grid resiliency as the world transitions away from fossil fuels.

• Energy Vault has successfully demonstrated commercial scale deployment of its technologies and has a strong pipeline of customer engagements, including eight executed agreements and letters of intent for 1.2 GW hours of energy storage capacity, with deployments planned to begin in the fourth quarter of 2021 in the U.S., followed by Europe, the Middle East and Australia in 2022.

• As part of the transaction, Novus Chairman Larry Paulson will join the post-closing Board of Directors, bringing over 30 years of global executive and technology leadership roles from Fortune 500 public companies including Qualcomm, BrightPoint and Nokia.

• The newly combined company is expected to be listed on the NYSE under the new ticker symbols “GWHR” and “GWHR WS,” and the transaction is expected to close in the first quarter of 2022, subject to customary closing conditions.

INDIANAPOLIS & WESTLAKE VILLAGE, Calif.–(BUSINESS WIRE)–
Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS) (“Novus”), a U.S. publicly-traded special purpose acquisition company, and Energy Vault, Inc., the company creating gravity-based, grid-scale energy storage solutions with its proprietary technology, today announced that they have entered into a definitive agreement for a business combination. Upon closing of the transaction, the combined company will be named Energy Vault Holdings, Inc. and is expected to be listed on the NYSE under the ticker symbols “GWHR” and “GWHR WS,” respectively. The combined company will be led by successful entrepreneur Robert Piconi as Chairman and Chief Executive Officer.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210909005477/en/

Company Highlights

Clear Market Need for Energy Vault: Demand for clean energy is growing globally, with renewables expected to become 90% of total energy generation by 2050, according to a recent IRENA report. To support this transition, grid-scale energy storage capacity will need to increase tenfold in the next ten years, with over $270 billion of investment expected over that timeframe. While demand is expected to continue to grow, current storage solutions are insufficient; pumped hydro – which is approximately 90% of the current global storage capacity market – and chemical batteries, both face significant challenges with scalability, levelized economics, safety and environmental risks.

Major Energy Storage Breakthrough: Energy Vault has developed a gravity energy storage platform that is designed to be cost-efficient, reliable, safe to operate and environmentally sustainable in order to outperform alternatives and be well-positioned to meet market demand. It is inspired by pumped hydro plants that rely on the power of gravity to store and discharge energy, combined with Energy Vault’s own material science and software innovations: it has replaced water with custom-made composite blocks, made with locally sourced soil or waste material, which are lifted and lowered to store and release energy on-demand. This proprietary system is orchestrated by Energy Vault’s AI-enabled software platform that incorporates advanced computer control and machine vision. The end result is a resilient supply of power and storage capacity with a system designed to have greater operational flexibility for both short and long duration storage, high round-trip-efficiency, lower capital and operating expenses, and an overall higher asset efficiency than competitors given the lack of degradation in the storage medium over time.

Rapidly expanding, global blue-chip engagements: Over the last two years, Energy Vault has worked closely with large, global utilities and independent power producers to optimize its energy storage technology platform, ensuring additional flexibility and addressing both higher power and flexible duration needs. After successfully connecting its first commercial scale, 5 MW energy storage system to Switzerland’s national grid in 2020, Energy Vault completed comprehensive operating due diligence with some of the largest utilities and independent power producers in the world, with a specific focus on ancillary service performance, system round trip efficiency, and continuous power dispatching protocols. All of these core and proven technology elements were incorporated into its latest design of a modular, flexible, higher power and compact product architecture, the new EVx™ platform, which was announced earlier this year with Saudi Aramco. The EVx™ is forecasted to have a 35 year technical life, 80-85% round-trip efficiency and flexibility to address the need for both higher power and shorter duration storage applications while seamlessly supporting longer duration needs, in both cases at low levelized costs. As the system does not require HVAC to operate, or have limitations on operating temperature ranges, it is designed to operate efficiently in more extreme weather environments such as deserts with high ambient temperatures.

In the near term, Energy Vault has a strong pipeline of customer engagements and letters of intent for its new platform, including eight executed agreements and letters of intent totaling more than 1,200 MW hours of storage, with additional projects under negotiation for multi-GW hours of energy storage expected to begin deployment in the next 12-24 months. The combined company currently expects to start generating recognized revenue in 2022 and in the intermediate to longer term, positive impacts on its operating results from volume deployments, further technology integration and economies of scale.

Accelerating the clean energy transition while eliminating environmental liabilities: Energy Vault is addressing the issue of waste from existing energy generation assets by utilizing a circular economic approach to the supply chain that is built on recyclability and environmental sustainability. The company’s technology is capable of recycling waste materials – such as coal combustion residuals and glass fibers from decommissioned wind turbine blades as previously posted jointly with Enel Green Power – that would otherwise end up in a landfill. By utilizing advanced material science in collaboration with CEMEX’s material science lab, Energy Vault can sequester these waste materials within the composite blocks of its gravity-based energy storage systems. Energy Vault’s pipeline of customers includes many that are also trying to address the problem of sustainable disposal and/or beneficial re-use of coal combustion residuals, which is the largest industrial waste stream generated in the U.S. every year. Finally, the supply chain and construction of these systems are primarily localized, inclusive the on-site block fabrication, which de-risks the overall material supply and minimizes green house gas (GHG) emissions from the transportation sector, thereby reducing Energy Vault’s carbon footprint while maximizing the positive impact to local economies and new job creation.

Management Commentary

Robert Piconi, CEO & Co-Founder of Energy Vault stated: “Energy Vault’s technology is designed to provide a cost-efficient, flexible and sustainable energy storage solution to meet the immediate needs of utilities, power producers and large industrial energy consumers that must solve the problem of power intermittency that is inherent with wind and solar energy generation. We developed our energy storage solution to get to market quickly given the urgent and global imperative to accelerate the decarbonization of the energy sector. Through the deployment of our transformative technology, which can store clean energy for grid-scale deployments while uniquely utilizing waste materials for beneficial reuse in the process, Energy Vault is re-defining the role that energy storage companies can and should play within a circular economic framework. We are excited to announce our business combination with Novus and look forward to becoming a public company given our recent advances in commercial scale technology validation and rapid customer adoption, which require additional capital to meet the global, multi-continent demand. As we focus now on the execution and deployment phase of the technology, we are thrilled to partner with the team at Novus who fully supports our mission of decarbonization and brings a deep experience set in new technology market development on a global scale.”

Robert Laikin, CEO of Novus added: “Energy Vault is bringing an entirely new energy storage solution to the energy market and will lower the costs for utility companies and power producers that are transitioning to renewables but who need to maintain consistent energy supply to deliver dispatchable power. Their unique approach to addressing the need for dispatchable power delivery through their creation of transformative technologies while reusing waste materials in their process, sets them apart from any other player in the market, and makes them an obvious choice as a partner. We are thrilled to be joining Rob and his team at such a pivotal moment for the company and have every confidence in their ability to capture the rapidly growing energy storage opportunity. Since our IPO in early 2021, we looked at over 100 companies and we found a fantastic company, with a public company ready management team addressing a massive global market need that is underserved with existing solutions today. In our view, Energy Vault is the only grid-scale pure ESG energy storage company that exists in the market today.”

Bill Gross, CEO and Chairman of Idealab Studio, and Co-Founder of Energy Vault commented: “We founded Idealab 25 years ago to find technological solutions to the world’s biggest challenges, and then build companies with great leadership and talent to drive those solutions to market. One of the biggest challenges the world faces today is cost-effective, large-scale energy storage, and Energy Vault is the gravity-storage breakthrough to achieve that. I look forward to supporting Rob and his team as they take this technology globally as a public company.”

Transaction Overview

The transaction values the combined company at an implied pro-forma enterprise value of $1.1 billion. Pursuant to the proposed business combination, the combined company is expected to receive up to $388 million in gross cash proceeds from a combination of cash from a $100 million committed stock PIPE and $288 million in cash held in Novus’ trust account, assuming no public stockholders exercise their redemption rights at closing.

Net cash from the transaction is intended to be used to fund growth of the combined company and global deployment of Energy Vault’s breakthrough technologies. This is in addition to a recent private Series C financing of approximately $100 million, which was led by Prime Movers Lab, with participation from SoftBank Vision Fund 1, Saudi Aramco Energy Ventures, Helena, Idealab X, Pickering Energy Partners through its Energy Equity Opportunity Fund, SailingStone Global Energy Transition, A.T. Gekko, Crexa Capital Advisors LLC, Green Storage Solutions Venture I LLC, and Gordon Crawford.

The PIPE is anchored by institutional investors including funds and accounts managed by Adage Capital Partners LP, Pickering Energy Partners, Sailingstone Capital Energy Transition Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), Palantir Technologies Inc., (NYSE: PLTR) and other investors. Affiliates and associates of Novus Capital also participated in the PIPE investment. Current Energy Vault stockholders will become the majority owners of the combined company at closing. All existing stockholders and investors will continue to hold their equity ownership, including Idealab, Cemex Ventures, Neotribe, SoftBank Vision Fund 1, Helena, Saudi Aramco Energy Ventures as well as all previously announced Series C investors.

The boards of directors of both Energy Vault and Novus have unanimously approved the proposed transaction. The closing is subject to the approval of Energy Vault’s stockholders, Novus’ stockholders and other customary closing conditions, including Novus’ registration statement being declared effective by the Securities and Exchange Commission (the “SEC”) and the expiration of the HSR Act waiting period. It is currently anticipated that the transaction will be completed, assuming satisfaction or waiver of such closing conditions, in the first quarter of 2022.

Additional information about the proposed transaction, including a copy of the business combination agreement will be filed by Novus in a Current Report on Form 8-K to be filed by Novus with the SEC and available at www.sec.gov.

Advisors

Goldman Sachs served as the lead placement agent along with Cowen and Guggenheim Securities, LLC in the PIPE transaction. Guggenheim Securities, LLC, Goldman Sachs and Stifel served as financial advisors to Energy Vault. Cowen is serving as lead capital markets advisor and sole financial advisor to Novus. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is serving as legal advisor to Energy Vault. BlankRome LLP is serving as legal advisor to Novus. ICR is serving as investor relations advisor for Energy Vault. Milltown Partners LLP is serving as strategic communications advisor for Energy Vault.

Investor Conference Call Information

Energy Vault and Novus Capital will host a joint investor conference call to discuss the proposed transaction on Thursday, September 9, 2021 starting at 8:30 a.m. ET. Interested parties may listen to the prepared remarks call via telephone by dialing 1-877-407-0792, or 1-201-689-8263 for international callers, and providing the conference ID: 13723042. To listen to the webcast, please click here. A telephone replay will be available for approximately 14 days. The replay can be accessed by dialing 1-844-512-2921 (domestic toll-free number) or 1-412-317-6671 (international) and providing the pin number: 13723042.

About Energy Vault

Energy Vault is the creator of sustainable energy storage products that are transforming the world’s approach to utility-scale energy storage for grid resiliency. Applying conventional physics fundamentals of gravity and potential energy, the system combines advanced material science and proprietary, machine-vision AI software that autonomously orchestrates the charging and discharging of electricity using ultra low cost composite bricks and innovative mechanical crane systems. Utilizing 100 percent eco-friendly materials with the ability to integrate waste materials for beneficial re-use at unprecedented economics, Energy Vault is accelerating the shift to a circular economy and a fully renewable world.

In June 2020, Energy Vault was named a Technology Pioneer by the World Economic Forum. The company was created at Idealab Studio, the leading technology incubator founded by Bill Gross.

About Novus Capital Corporation II

Novus Capital raised $287.5 million in February 2021 and its securities are listed on the NYSE under the ticker symbols “NYSE: NXU, NXU.U, NXU WS.” Novus Capital is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Novus Capital is led by Robert J. Laikin, Jeff Foster, Hersch Klaff, Larry Paulson, Heather Goodman, Ron Sznaider and Vince Donargo, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies.

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, expectations and timing related to the rollout of Energy Vault’s business and timing of deployments, customer growth and other business milestones, potential benefits of the proposed business combination and PIPE investment (the “Proposed Transactions”), and expectations related to the timing of the Proposed Transactions.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Energy Vault’s and Novus’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Energy Vault and Novus.

These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of Novus or Energy Vault is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; risks relating to the uncertainty of the projected financial information with respect to Energy Vault; risks related to the rollout of Energy Vault’s business and the timing of expected business milestones; demand for renewable energy; ability to commercialize and sell its solution; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive technologies; ability to obtain sufficient supply of materials; the impact of Covid-19; global economic conditions; ability to meet installation schedules; the effects of competition on Energy Vault’s future business; the amount of redemption requests made by Novus’ public shareholders; and those factors discussed in Novus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors,” and the Current Report on Form 8-K filed on September 9, 2021 and other documents of Novus filed, or to be filed, with the SEC.

Important Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving Novus and Energy Vault. Novus intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of Novus, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of Novus are urged to read the proxy statement/prospectus, and any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety when they become available because they will contain important information about Energy Vault, Novus and the business combination. The definitive proxy statement will be mailed to stockholders of Novus as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus and its directors and executive officers may be deemed participants in the solicitation of proxies of Novus’ shareholders in connection with the proposed business combination. Energy Vault and its executive officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus’ executive officers and directors in the solicitation by reading Novus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Novus’ participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

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Energy Vault – Commercial Demonstration Unit (Photo: Energy Vault)

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Energy Vault – CEO and Co-Founder – Robert Piconi (Photo: Alex J. Berliner/ABImages)

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Energy Vault – Proposed Energy Vault Resiliency Center™ (Photo: Energy Vault)

Riskified Reports Strong Q2 Revenue Growth of 47% on Heels of NYSE Debut

Now publicly listed under the ticker symbol “RSKD” on the New York Stock Exchange

Management to host a conference call today, September 9, at 8:30 a.m. ET

NEW YORK–(BUSINESS WIRE)–
Riskified Ltd. (NYSE: RSKD) (the “Company”), a fraud management platform enabling frictionless eCommerce, today announced financial results for the three and six months ended June 30, 2021. The Company will host an investor call to discuss these results today at 8:30 a.m. Eastern Time.

“The strong 47% growth in revenue and 55% growth in gross merchandise volume we delivered in Q2 2021 as compared to Q2 2020 underscore that many of the world’s largest online merchants are increasingly recognizing Riskified’s machine learning solution as the new paradigm in fraud management,” said Eido Gal, Co-Founder and Chief Executive Officer of Riskified. “We are very proud of the positive market reception to our recent IPO and excited for the journey ahead as we continue to benefit from several structural tailwinds that we expect to drive continued demand for our platform.”

Q2 2021 Business Highlights

• Onboarded several prominent new merchants in multiple, rapidly-growing eCommerce categories, including several that Riskified has not previously served (e.g. payments platforms)
• Continued expansion in several large international markets, including Australia, China, and the United Kingdom.
• Continued to optimize and evolve the Riskified platform in response to the most pressing needs of our merchants. Riskified’s machine learning algorithms benefited from more than 150 million new eCommerce transactions processed through the platform during the quarter. The Company also further customized its platform for several enterprise merchants using multiple Riskified products.
• Renewed partnership with Wayfair, one of the world’s largest destinations for the home. Extending this partnership will allow Riskified and Wayfair to continue solving complex problems related to online shopping, checkout and payments.
• Subsequent to Q2, completed initial public offering (“IPO”) on August 2, 2021, raising net proceeds of approximately $386.7 million.

Q2 2021 Financial Performance Highlights

• Revenue and gross merchandise volume (“GMV”)⁽¹⁾ of $55.7 million and $21.5 billion, respectively, representing year over year growth of 47% and 55%, respectively.
• Gross profit growth from $20.1 million for the three months ended June 30, 2020 to $33.3 million for the three months ended June 30, 2021, representing year over year growth of 65%.
• Net loss increased $13.2 million from a loss of $7.3 million for the three months ended June 30, 2020 to a loss of $20.5 million for the three months ended June 30, 2021.
• Adjusted EBITDA⁽²⁾ growth of $2.7 million from a negative $1.1 million for the three months ended June 30, 2020 to a positive $1.6 million for the three months ended June 30, 2021.
• Cash and cash equivalents, restricted cash, and short-term deposits of $149.7 million as of June 30, 2021, an increase of $29.0 million from $120.7 million as of December 31, 2020, which does not include net proceeds of $386.7 million from the IPO completed subsequent to June 30, 2021.

The following table summarizes our consolidated financial results for the three months ended June 30, 2021 and 2020:

	Three Months Ended June 30,
	2021				2020
	(unaudited)
	(in thousands, except where indicated)
Revenue	$	55,692			$	37,807
Gross profit	$	33,302			$	20,137
Operating profit (loss)	$	(1,650	)		$	(7,671	)
Net profit (loss)	$	(20,489	)		$	(7,269	)
Adjusted EBITDA(2)	$	1,555			$	(1,133	)

“We are happy with our overall growth momentum year-to-date, and we expect to continue to benefit from strong underlying growth in global eCommerce, fueled by the expansion of omnichannel purchase options and higher eCommerce penetration rates,” said Aglika Dotcheva, Chief Financial Officer of Riskified. “We intend to leverage our proprietary technology, scaled merchant network, and the powerful data we access to continue to drive return on investment for our merchants and create frictionless shopping experiences for consumers. In particular, we are excited to continue our targeted global expansion plans, with the goal of entering into several major geographies in the coming years.”

Financial Outlook

For the three months ending September 30, 2021, we expect:

• Revenue between $50.7 million and $51.2 million

For the year ending December 31, 2021, we expect:

• Revenue between $224.4 million and $225.4 million
• Adjusted EBITDA loss between $26.3 million and $25.3 million⁽³⁾

_______________

⁽¹⁾ GMV is a key performance indicator. See “Key Performance Indicators and Non-GAAP Metrics” for more details.

⁽²⁾ Adjusted EBITDA is a non-GAAP metric. See “Key Performance Indicators and Non-GAAP Metrics” for additional information regarding this non-GAAP metric and “Reconciliation of Net Profit (Loss) to Adjusted EBITDA” for a reconciliation of this non-GAAP metric to net profit (loss), the most directly comparable U.S. GAAP metric.

⁽³⁾ We are not able to provide a reconciliation of Adjusted EBITDA guidance for the fiscal year ending December 31, 2021 to net profit (loss) because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of share based compensation expense and foreign currency transaction gains or losses as applicable without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, GAAP measures in the future.

Conference Call and Webcast Details

The Company will host a conference call to discuss its financial results today, September 9, 2021 at 8:30 a.m. Eastern Time. A live webcast of the call can be accessed from Riskified’s Investor Relations website at ir.riskified.com. Approximately one hour after completion of the live call, an archived version of the webcast will be available on Riskified’s Investor Relations website at ir.riskified.com. To access the conference call telephonically, callers in the United States may dial 1-877-311-0521 or 1-470-495-9499 for callers outside of the United States and enter conference ID 8798659. A telephonic replay of the conference call will be available until September 16, 2021, beginning two hours after the end of the conference call. To access the replay, callers in the United States may dial 1-855-859-2056 or 1-404-537-3406 and enter the same conference ID listed above for the live call.

Key Performance Indicators and Non-GAAP Metrics

This press release contains key performance indicators including GMV, as well as non-GAAP metrics, including Adjusted EBITDA and non-GAAP operating expenses.

We define GMV as the gross total dollar value of orders received by our merchants and reviewed through our eCommerce risk management platform during the period indicated, including orders that we did not approve.

We define Adjusted EBITDA as net profit (loss) adjusted to remove the effects of the provision for income taxes, interest income, net, other income (expense), net, depreciation and amortization, and share-based compensation expense.

We define non-GAAP operating expenses as GAAP operating expenses adjusted to remove the effects of depreciation and amortization, and share-based compensation expense.

Adjusted EBITDA and non-GAAP operating expenses are non-GAAP metrics that management and our board of directors use as a supplemental measure of our performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items that we believe do not directly reflect our core operations. We also use Adjusted EBITDA for planning purposes, including the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and to evaluate our capacity to expand our business.

Adjusted EBITDA and non-GAAP operating expenses should not be considered in isolation, as an alternative to, or superior to net profit (loss) or other performance measures derived in accordance with U.S. GAAP. These metrics are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. By providing these non-GAAP metrics together with a reconciliation to the most comparable U.S. GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

These non-GAAP metrics should not be construed as an inference that our future results will be unaffected by unusual or other items. Adjusted EBITDA and non-GAAP operating expenses have limitations as analytical tools in that they do not reflect our tax payments and certain other cash costs that may recur in the future, including, among other things, cash requirements for costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and other non-GAAP metrics as supplemental measures of our performance. The non-GAAP metrics used herein are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

See the tables below for reconciliations of these non-GAAP financial metrics to the most directly comparable GAAP measures.

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar words. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the following: our limited operating history and ability to manage our growth; our history of net losses and anticipated increasing operating expenses; our ability to successfully implement our business plan in light of macroeconomic conditions, including during a global economic downturn caused by the COVID-19 pandemic that may impact the demand for our services or have a material adverse impact on our and our business partners’ financial condition and results of operations; our ability to achieve profitability; our ability to maintain and enhance our brand; our ability to develop enhancements to our products; our ability to attract new merchants, retain existing merchants and increase the sales of our products to large enterprises; merchant concentration; our dependence on the continued use of credit cards and other payment methods that expose our merchant to the risk of payment fraud; our ability to continue to improve our machine learning models or if our machine learning models contain errors or are otherwise ineffective; our ability to detect errors, defects or disruptions in our platform; our ability to protect our merchants’ and their consumers’ personal or other data from a security breach and to comply with laws and regulations relating to consumer data privacy and data protection; our ability to expand into markets outside the United States; our ability to predict our future revenue given our lengthy sales cycles; seasonality; our ability to operate in a highly competitive industry; our ability to achieve desired operating margins; our compliance with a wide variety of U.S. and international laws and regulations; our reliance on Amazon Web Services; our dependence on our senior management and our ability to attract new talent; our limited experience in determining the optimal pricing for our products; the concentration of our voting power as a result of our dual class structure; and other risk factors set forth in the section titled “Risk Factors” in our Prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on July 30, 2021, and other documents filed with or furnished to the SEC. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About Riskified

Riskified empowers businesses to realize the full potential of eCommerce by making it safe, accessible, and frictionless. We have built a next-generation eCommerce risk management platform that allows online merchants to create trusted relationships with their consumers. Leveraging machine learning that benefits from a global merchant network, our platform identifies the individual behind each online interaction, helping merchants—our customers—eliminate risk and uncertainty from their business. We drive higher sales and reduce fraud and other operating costs for our merchants and strive to provide superior consumer experiences, as compared to our merchants’ performance prior to onboarding us. Learn more at riskified.com.

RISKIFIED LTD. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)
	As of June 30, 2021				As of December 31, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	120,214			$	103,609
Restricted cash	4,464				3,048
Short-term deposits	25,003				14,009
Accounts receivable, net	26,085				37,194
Prepaid expenses and other current assets	9,103				5,639
Total current assets	184,869				163,499
Property and equipment, net	5,788				4,640
Deferred contract acquisition costs	7,911				6,983
Other assets, noncurrent	12,361				5,439
Total assets	$	210,929			$	180,561
Liabilities, Convertible Preferred Shares, and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	1,971			$	1,507
Accrued compensation and benefits	16,088				15,548
Guarantee obligations	9,911				12,445
Provision for chargebacks, net	6,987				10,582
Accrued expenses and other current liabilities	13,615				11,839
Total current liabilities	48,572				51,921
Other liabilities, noncurrent	53,961				12,385
Total liabilities	102,533				64,306
Convertible preferred shares, NIS 0.0008 par value per share, 33,295,097 shares authorized as of June 30, 2021 (unaudited) and December 31, 2020; 31,328,530 and 29,878,116 shares issued and outstanding as of June 30, 2021 (unaudited) and December 31, 2020, respectively; aggregate liquidation preference of $193,145 and $165,558 as of June 30, 2021 (unaudited) and December 31, 2020, respectively	210,083				159,564
Shareholders’ deficit:
Ordinary shares, NIS 0.0008 par value per share, 91,704,900 shares authorized as of June 30, 2021 (unaudited) and December 31, 2020; 14,608,102 and 14,310,552 shares issued and outstanding as of June 30, 2021 (unaudited) and December 31, 2020, respectively	4				4
Additional paid-in capital	30,129				24,366
Accumulated deficit	(131,820		)		(67,679		)
Total shareholders’ deficit	(101,687		)		(43,309		)
Total liabilities, convertible preferred shares, and shareholders’ deficit	$	210,929			$	180,561

RISKIFIED LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data)
	Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021				2020
	(unaudited)								(unaudited)
Revenue	$	55,692			$	37,807			$	106,775			$	70,996
Cost of revenue	22,390				17,670				44,845				33,395
Gross profit	33,302				20,137				61,930				37,601
Operating expenses:
Research and development	12,439				10,382				24,133				17,248
Sales and marketing	14,812				11,276				27,484				21,504
General and administrative	7,701				6,150				15,312				10,375
Total operating expenses	34,952				27,808				66,929				49,127
Operating profit (loss)	(1,650		)		(7,671		)		(4,999		)		(11,526		)
Interest income, net	35				58				69				72
Other income (expense), net	(18,565		)		374				(58,287		)		6,469
Profit (loss) before income taxes	(20,180		)		(7,239		)		(63,217		)		(4,985		)
Provision for income taxes	309				30				924				30
Net profit (loss)	$	(20,489	)		$	(7,269	)		$	(64,141	)		$	(5,015	)
Net profit (loss) per share attributable to ordinary shareholders, basic and diluted	$	(1.41	)		$	(0.52	)		$	(4.42	)		$	(0.36	)
Weighted-average shares used in computing net profit (loss) per share attributable to ordinary shareholders, basic and diluted	14,529,433				14,015,291				14,497,481				13,865,734

RISKIFIED LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Six Months Ended June 30,
	2021				2020
	(unaudited)
Cash flows from operating activities:
Net profit (loss)	$	(64,141	)		$	(5,015	)
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Unrealized loss (gain) on foreign currency	17				(53		)
Provision for (benefit from) account receivable allowances	78				(268		)
Depreciation and amortization	1,132				588
Amortization of deferred contract costs	1,738				787
Remeasurement of convertible preferred share warrant liabilities	37,012				(595		)
Remeasurement of convertible preferred share tranche rights	21,260				(4,655		)
Share-based compensation expense	5,126				6,705
Other	32				—
Changes in operating assets and liabilities:
Accounts receivable	11,021				1,701
Deferred contract acquisition costs	(2,245		)		(2,582		)
Prepaid expenses and other assets	(6,552		)		(373		)
Accounts payable	612				(3,872		)
Accrued compensation and benefits	334				1,480
Guarantee obligations	(2,534		)		(1,881		)
Provision for chargebacks, net	(3,595		)		421
Accrued expenses and other liabilities	5,994				421
Net cash provided by (used in) operating activities	5,289				(7,191		)
Cash flows from investing activities:
Purchases of short-term deposits	(25,000		)		—
Maturities of short-term deposits	14,006				—
Purchases of property and equipment	(1,094		)		(1,296		)
Capitalized software development costs	(490		)		(619		)
Net cash used in investing activities	(12,578		)		(1,915		)
Cash flows from financing activities:
Proceeds from issuance of Series E convertible preferred shares, net of issuance costs	26,781				26,776
Proceeds from exercise of share options	559				286
Payments of deferred offering costs	(2,030		)		—
Net cash provided by financing activities	25,310				27,062
Net increase in cash, cash equivalents, and restricted cash	18,021				17,956
Cash, cash equivalents, and restricted cash—beginning of period	106,657				72,713
Cash, cash equivalents, and restricted cash—end of period	$	124,678			$	90,669

Reconciliation of Net Profit (Loss) to Adjusted EBITDA

The follow table is a reconciliation of Adjusted EBITDA to net profit (loss), its most directly comparable GAAP measure (in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021				2020
	(unaudited)								(unaudited)
Net profit (loss)	$	(20,489	)		$	(7,269	)		$	(64,141	)		$	(5,015	)
Provision for income taxes	309				30				924				30
Interest income, net	(35		)		(58		)		(69		)		(72		)
Other (income) expense, net	18,565				(374		)		58,287				(6,469		)
Depreciation and amortization	628				310				1,132				588
Share-based compensation expense	2,577				6,228				5,126				6,705
Adjusted EBITDA	$	1,555			$	(1,133	)		$	1,259			$	(4,233	)

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses

The follow table is a reconciliation of Non-GAAP operating expenses to GAAP operating expenses, its most directly comparable GAAP measure (in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2021				2020				2021				2020
	(unaudited)								(unaudited)
GAAP operating expenses	$	34,952			$	27,808			$	66,929			$	49,127
Share-based compensation expense	(2,540		)		(6,205		)		(5,063		)		(6,679		)
Depreciation and amortization	(463		)		(300		)		(856		)		(571		)
Non-GAAP operating expenses	$	31,949			$	21,303			$	61,010			$	41,877

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20210909005365/en/

Investor Relations: Chris Mammone | The Blueshirt Group for Riskified | [email protected]

Corporate Communications: Rowena Kelley | [email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Online Retail Security Retail Technology Software Internet

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